HomeMy WebLinkAboutLEASE AGREEMENT BETWEEN AUGUSTA, GEORGIA AND HISTORIC AUGUSTA, INC. FOR 535 TELFAIR STREET (SYNAGOGUE AND COURT OF THE ORDINARY) STATE OF GEORGIA )
LEASE AGREEMENT
RICHMOND COUNTY )
THIS LEASE AGREEMENT, made this 2,u day of )(1.11c , 2016,by
and between AUGUSTA, GEORGIA, a political subdivision of the State of Georgia, hereinafter
referred to as "Lessor" and HISTORIC AUGUSTA, INC, hereinafter referred to as "Lessee";
WITNESSETH:
1. Premises: The Lessor, for and in consideration of the rents, covenants, agreements,
and stipulations hereinafter set forth, to be paid, kept and performed by the Lessee, does hereby
lease unto the said Lessee, and said Lessee hereby agrees to lease and take upon the terms and
conditions which hereinafter appear, the following property described as two historic buildings
owned by Augusta, Georgia that are located on the Municipal Campus of Augusta Georgia at 535
Telfair Street, commonly known as the Synagogue and Court of the Ordinary (the "Premises").
See Exhibit"A" attached hereto.
2. Term: The term of this Lease shall begin on the .2,L day of
14'-
311 , 2016, and shall end on the 9� day of 36113
2021, at midnight,unless sooner terminated by either Lessor or Lessee as herein provided.
3. Rental: Tenant shall pay to Landlord during the term of this Lease a yearly rental
payment in the amount of$10.00 payable in advance on the first day of the Lease term.
4. Use of Premises: The Premises shall be used as the Augusta Jewish Museum for
conducting historical, educational, and community-related activities and for no other purpose
without the advance written consent of Lessor. The Premises shall not be used for any illegal
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purpose,in any manner that creates a nuisance or trespass, or in any manner so as to invalidate the
insurance or increase the rate of insurance on the Premises.
5. Ownership: The premises shall remain the property of the Lessor throughout the
term of the lease. However, said ownership shall be subject to Paragraph 7 below.
6. Conditions Subsequent: Upon entering into this Lease Agreement, Lessee shall
meet the following conditions:
(a) Lessee will pay the increased costs of the selective demolition of the premises
in the amount of$21,405.00; and
(b) Within nine(9)months of entering into this Lease, Lessee shall provide Lessor
with a list of the Board Members who shall be responsible for creating the
Augusta Jewish Museum; and
(c) Lessee shall provide Lessor with an annual report regarding Lessee's
fundraising efforts for the Augusta Jewish Museum, which shall include, but
not limited to, the annual financial statements showing the amount of cash
Lessee has on hand and the amount of pledged contributions by donors for the
Augusta Jewish Museum; and
(d) Within eighteen (18) months of entering into this Lease, Lessee shall present
Lessor with plans for the Augusta Jewish Museum. Such plans shall include,
but not limited to, preliminary drawings of the museum premises, defined cost
estimates, and a written fundraising plan; and
(e) Within twenty-four (24) months of entering into this Lease, Lessee shall
present Lessor with an Operating Plan for the Augusta Jewish Museum. Said
Operating Plan shall include, but not limited to, estimates for staffing and
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administration, the hours of operation, procurement of collection, storage of
artifacts, and any other aspects related to the operation of a museum; and
(f) Within twenty-four(24)months of entering into this Lease, Lessee shall present
Lessor with a five (5) year annual budget for the Augusta Jewish Museum,
which shall include, but not limited to, utilities, building maintenance, labor,
and equipment; and
(g) Within forty-eight (48) months of entering into this Lease, Lessee shall begin
renovations on the Buildings in substantial accordance with the plans submitted
in Paragraph (d) above; and
(h) Within sixty(60)months the Augusta Jewish Museum shall be fully operational
and open to the public.
(i) Upon the execution of this lease, Lessee shall pay all utilities, maintenance
costs, and insurance for the Premises.
The failure of Lessor to meet any of the above conditions subsequent shall result in the termination
of the Lease.
7. Transfer of Ownership: Upon the fulfillment of all the conditions subsequently
described in Paragraph 6 above within five years of entering into this Lease, Lessor shall execute
all documents necessary to transfer title and ownership of the Premises to Lessee by limited
warranty deed. The amount of consideration shall be $10.00. However, the transfer of title shall
only apply if Lessee/new owner operates as a museum and has received Internal Revenue Service
status as a public 501(c)(3) organization. If Lessee/new owner does not operate as a museum
and/or has not received Internal Revenue status as a public 501(c)(3)organization during the term
of the Lease, the Premises shall remain the property of Lessor. The limited warranty deed shall
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contain a reversionary clause wherein title to the Premises shall revert back to Lessor should the
Premises cease to be used as a museum. Following the time of reversion, Augusta shall
compensate Lessee for the appraised fair market value of the improvements made to the Premises
by Lessee from the time of the title transfer until the time of reversion. Said appraised fair market
value of improvements shall be determined by an independent appraisal of the Premises at the time
of reversion, which shall be paid for by Lessee.
8. Destruction of or Damage to Premises: If the Premises are totally destroyed by
storm, fire, flood, lightning, earthquake or other casualty, this Lease shall terminate as of the date
of such destruction.
9. Assignment and Subletting: Lessee may not sublease all or any portion of the
Premises or assign this Lease or any interest hereunder,other than to the Augusta Jewish Museum,
without prior written consent of the Lessor. Lessee shall inform Lessor, in writing, within thirty
(30) days of the proposed assignment to the Augusta Jewish Museum.
10. Signs: Lessee shall place no sign or signs upon Premises except with the written
consent of the Lessor. Any and all signs placed on the Premises by Lessee with the consent of the
Lessor shall be maintained in compliance with rules and regulations governing such signs and the
Lessee shall be responsible to Lessor for any damage caused by installation, use, or maintenance
of said signs, and Lessee agrees upon removal of said signs to repair all damages incident to such
removal.
11. Repairs, Alterations and Additions: Any and all repairs, alterations and additions
made to the Premises hereby leased by the Lessee, shall be and remain a part of said Premises
hereby leased by the Lessee, and shall be surrendered to the Lessor by the Lessee at the expiration
of the term of this Lease. Any alterations or additions to the Premises and any repairs,which may
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affect the physical appearance of the Premises, shall not be made without the advance written
approval of the Lessor. Any and all repairs, alterations and additions to the Premises shall be
performed in a good and workmanlike manner using appropriate historic or new materials and
equipment and in compliance with all safety codes and regulations. In the event that any repairs,
additions, alterations or improvements are made by the Lessee after obtaining the written consent
of the Lessor through a contractor, the Lessee agrees that it will closely supervise such work and
see that all laborers and materialmen are promptly paid so that no lien will accrue or be filed against
the Premises; and in the event that the Lessee hires laborers and/or purchases material itself for the
improvement of the Premises, it will promptly pay all charges for such labor and materials when
the same become due so that no liens will accrue or be filed against the Premises and no claim can
be asserted against Lessor for such payment. Lessor shall have the right to call upon the Lessee
for a statement or other information concerning the payment of any contractor, laborer and/or
materialman who may have furnished labor or materials for the improvement on the Premises and
Lessee covenants and agrees that it will immediately give full information in regard to all such to
the Lessor upon demand. Lessee, however, shall have the right to remove Lessee's personal
property in the nature of trade and/or business fixtures from the Premises at the expiration of this
Lease, but Lessee shall, at its own expense, repair any damage to the Premises which may result
from the removal therefrom of any such personal property of Lessee. Nothing in this paragraph
or in this Lease shall be constructed to authorize the Lessee to remove from the Premises any
heating or air conditioning equipment, any electric wiring, electric fixtures, switches, duct-work,
pipes,plumbing fixtures, ceiling fans,or any similar materials or equipment which may have been
installed by Lessee. Said materials shall become the property of Lessor upon the termination of
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this Lease,but shall also remain part and parcel of the premises upon the execution of the transfer
of the property.
12. Utilities, Maintenance, and Insurance: Upon the execution of this lease, Lessee
shall be responsible for any and all utilities, maintenance costs, and insurances through the
remainder of the Lease.
13. No Estate in Land: This contract shall create the relationship of Lessor and Lessee
between the parties hereto and no estate shall pass out of Lessor during the term of the lease.
14. Termination: Upon failure of the Lessee to fulfill any of its obligations contained
in this Lease, the Lessor shall send the Lessee written notice of such default. The Lessee shall
have thirty(30) days from receipt of such written notice to cure the default described in the notice.
Should the Lessee fail to cure the default within the thirty(30) day period, the Lessor shall have
the option to terminate this Lease and, upon such termination, the Lessee shall immediately
surrender possession of the Premises back to the Lessor. Lessor has the right to terminate this
Lease if in any instance the Premises are no longer used for the Augusta Jewish Museum, are used
for an illegal purpose, are used to create a nuisance or trespass, or are used so as to invalidate the
insurance or increase the rate of insurance on the Premises. Lessee may terminate this agreement
at any time; however, in doing so, Lessee shall relinquish all rights, claims or interest, present or
future,in the creation of an Augusta Jewish Museum on the Premises. Upon Lessee's termination
of the Lease, Lessor shall immediately take possession of the Premises and Lessor shall be free to
do with said Premises as it sees fit.
15. Holding Over: If Lessee remains in possession of Premises after expiration of the
term hereof and without fulfilling all conditions subsequent, with Lessor's acquiescence and
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without any express agreement of parties, Lessee shall be a tenant at will at the rental rate in effect
at the end of this Lease; and there shall be no renewal of this Lease by operation of law.
16. Exculpation and Indemnification: The Premises are being leased to Lessee "AS
IS", and Lessee accepts said Premises in its present condition and acknowledges that is has
inspected the same and found the Premises to be suitable for its intended use. If any repairs to the
improvements located on the premises covered by this Lease are required during the term of this
Lease,the cost of same shall be paid by Lessee. It is an express condition of this Lease Agreement
that, except when caused solely by its negligence, Lessor,its officers, agents, and employees,shall
be free from any and all claims, debts, demands, liabilities, or causes of action of every kind or
character, whether in law or in equity, by reason of any death, injury, or damage to any person or
persons or damage or destruction of property or loss of use thereof, whether it be the person or
property of Lessee, its invitees, licensees, agents, or employees, or any third persons, from any
cause or causes whatsoever arising from any event or occurrence in or upon the Premises or any
part thereof or otherwise arising from Lessee operations under and indemnify and save harmless
the Lessor,its officers, agents, and employees, against and from any and all such claims,demands,
debts, liabilities, and causes of action (other than those caused solely by Lessor's negligence)
including reasonable attorney's fees and costs to be incurred by Lessor in defending same.
Lessee specifically agrees that its operations shall be conducted in compliance with all
federal, state and local environmental laws,rules and regulations and agrees to indemnify and hold
harmless Lessor and including without limitation, members of the Augusta Georgia Commission
harmless from and against all liabilities,losses, suits,claims,demands,judgments,fines,damages,
costs and expenses (including all costs for investigation and defense thereof, including but not
limited to court costs, expert fees and reasonable attorneys' fees) which may be incurred by,
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charged to or recovered from the foregoing(i)by reason or on account of damages to or destruction
of the property of Lessor, or any property of, injury to or death of any person, resulting from or
arising out of Lessee's use of the premises (except when such damages, destruction, injuries or
death arise solely by reason of Lessor's negligence), or (ii) arising out of the failure of Lessee to
keep,observe or perform any of the agreements or conditions of this Agreement. Lessee will refer
to Lessor promptly upon notice thereof, any claim made or suit instituted against it which, in any
way, affects Lessor or its insurer, and either Lessee shall defend or compromise same following
notice from Lessor, then Lessor shall have the right to compromise and defend the same to the
extent of its interests, with all cost to be borne by Lessor.
17. Rights Cumulative: All rights, powers and privileges conferred hereunder upon
Lessor shall be cumulative but not restrictive to those given by law.
18. Service of Notice: Any notice, demand, request, approval, consent, or other
communication (hereinafter referred to as "notice"), which Lessor or Lessee may be required to
permit to give to each other shall be in writing and shall be mailed in an official United States Post
Office, certified or registered mail, return receipt requested, with adequate postage prepaid, to the
other party at the address as each party as designated in this Lease or shall have changed by proper
notice in writing to the other. Such addresses are as follows:
Lessor: Augusta, Georgia
Office of the Mayor
535 Telfair Street, Suite 200
Augusta, GA 30901
With Copy to: General Counsel
Augusta Law Department
535 Telfair Street, Building 3000
Augusta, GA 30901
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Lessee: Historic Augusta, Inc.
P. 0. Box 37
Augusta, GA 30903
If notice is not an answer or reply to a previous notice from the other party, the time of rendition
of such shall be the date when the receipt is signed,refused or returned unclaimed. If the notice is
an answer or reply to a previous notice from the other party, the time of rendition of such shall be
the date postmarked by the United States Postal Service. In the event of a postal strike or other
interference with the regular delivery of mail, notices may be served in person or by telegram in
lieu of certified or registered mail,but shall be effective upon receipt.
19. Waivers of Rights: No failure of Lessor to exercise any power given it hereunder
or to insist upon strict compliance by Lessee with any of its obligations hereunder and no custom
or practice of the Lessor at variance with the terms hereof shall constitute a waiver of Lessor's
right to demand strict compliance with terms hereof.
20. Time of Essence: Time is of the essence of this Agreement.
21. Inspection by Lessor: Lessor, its authorized officers, employees, agents or
representatives shall have the right to enter upon the premises to make inspections during regular
business hours when a representative of the Lessee is present, or at any time in case of emergency
and/or to determine whether Lessee has complied with and its complying with the terms and
conditions of this agreement; provided, however, that said inspection shall in no event unduly
disrupt or interfere with the operation of the Lessee.
22. Taxes: Lessee shall pay all personal property taxes legally assessed against its
equipment, furniture or other personal property located on the Premises.
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23. Insurance: Lessee hereby agrees to maintain at all times, at Lessee's expense, the
following insurance coverage:
a. Worker's Compensation: Lessee shall procure and shall maintain during the life of this
Lease, Worker's Compensation Insurance for all of Lessee's employees to be engaged
in work on the Project under this Lease, and in case any such Work is subcontracted,
the Lessee shall require the subcontractor similarly to provide Worker's Compensation
Insurance for all of the latter's employees to be engaged in such Work unless such
employees are covered by the protection afforded by the Lessee's Worker's
Compensation Insurance. Worker's Compensation Insurance shall include Broad Form
All States Endorsement and Voluntary Compensation. The amount of insurance shall
not be less than the following:
Statutory Limits
Employer Liability $1,000,000.00
b. Comprehensive General Liability: Lessee shall procure and shall maintain during the
life of the Lease, such Comprehensive General Liability and Broad Form Property
Damage Insurance as shall protect Lessee and any subcontractor performing Work
covered by this Lease from claims for damages for bodily injury, including accidental
death, as well as from claims for property damages, which may arise from operations
under the Lease, whether such operations are by the Lessee or by any subcontractor or
by anyone directly or indirectly employed by either of them. The amount of insurance
shall not be less than the following:
General Aggregate $2,000,000.00
Products Comp/Ops Aggregate $2,000,000.00
Personal and Advertising Injury $1,000,000.00
Each Occurrence $1,000,000.00
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Fire Damage (Any one fire) $50,000.00
Medical Expenses (Any one person) $5,000.00
c. Automobile Liability: The Lessee shall procure and shall maintain during the life of
the Lease, Comprehensive Automobile Liability Insurance. The insurance shall
include coverage for owned, non-owned and hired vehicles. Amounts shall not be less
than the following:
Comprehensive Single Limits (CSL) $1,000,000.00
d. Certificates of Insurance: Certificates acceptable to the Lessor shall be attached to the
signed Lease Documents when they are transmitted to the Lessor for execution. The
Lessor shall be an additional named insured on all insurance certificates.
Lessee further agrees that Lessee shall reimburse Lessor for the annual insurance coverage for
property and fire insurance on the Premises in the amount of four hundred and eighty-five dollars
($485.00) per year. In addition to the annual premiums, Lessee shall be required to carry an
insurance policy that will cover the fifty thousand dollar($50,000.00) insurance deductible on the
Premises. Lessee shall be required to submit a Certificate of Insurance to show that they have
purchased this coverage or show proof that it can self-fund this amount should an incident occur
that would trigger the coverage. All policies including insurance coverage required to be
maintained by Lessee shall be issued by an insurance carrier or carriers, licensed to do business in
the State of Georgia having an "A" or better rating.
24. Open Records: The Lessee acknowledges that all records relating to this
Agreement and the services to be provided under this Agreement may be a public record subject
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to Georgia's Open Records Act. (O.C.G.A. § 50-18-70, et seq.). Lessee shall cooperate fully in
responding to such request and making all records,not exempt,available for in section and copying
as provided by law. Lessee shall notify Lessor immediately of any request made under the Open
Records Act and shall furnish Lessor with a copy of the request and the response to such request.
25. Governing Law: This Agreement shall be governed and interpreted by the laws of
the State of Georgia.
26. Venue: All claims, disputes and other matters in question between the Lessor and
the Lessee arising out of or relating to the Agreement, or the breach thereof, shall be decided in
the Superior Court of Richmond County, Georgia. The Lessee, by executing this Agreement,
specifically consents to venue in Richmond County and waives any right to contest the venue in
the Superior Court of Richmond County, Georgia.
27. Entire Agreement: This Lease contains the entire agreement of the parties and no
representations, inducements, promises or agreements, oral or otherwise, between the parties not
embodied herein shall be of any force or effect. No failure of either party to exercise any power
given it hereunder, or to insist upon strict compliance by either party of any obligations hereunder
and no custom or practice of the parties at variance with the terms hereof. This Agreement may
only be amended by writing signed by both parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
the day and year first above written.
AUGUSTA, GEORGIA HISTORIC AUGUSTA, INC.
Lessor Lessee
By � By �
<v �
Hardie Davis, Jr., Mayor W. Cameron Nixon
.4'604 i As its President
"7/1. fCest: %�I á14ji441 Sworn to Rnd subscribed before me this f5
Lin ...:9" S, '1- lc- '-' A day of i1,S. - , 2016.
a F ` _ Notary Pu s lic
A
eft
%"� '�s �,» .F *4- Robyn A.Anderson
NOTARY PUBLIC
.J COLUMBIA COUNTY
State of Georgia
My Commission Expires August 5,2019
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